EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • California
This employment agreement (the “Agreement”) when duly executed is made and entered into by and between zSpace, Inc. (the “Company”) and Paul Kellenberger (“you”) (the “Company” and “you” are referred to herein in the collective as the “Parties”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 25th, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is entered into as of October 23, 2024 (the “Effective Date”) by and between FIZA INVESTMENTS LIMITED, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and ZSPACE, INC., a Delaware corporation (“Borrower”). The parties agree as follows:
ContractPurchase Stock • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
LETTER AGREEMENTLetter Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
SHORT FORM AGREEMENTShort Form Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
SERIES A PREFERRED STOCK PURCHASE AGREEMENTVoting and Rights Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of December 4, 2020, by and among zSpace, Inc., a Delaware corporation (the “Company”), dSpace Investments Limited, an entity organized under the law of the Cayman Islands (“dSpace” or a “Purchaser”) and the other investors listed on Exhibit A attached to this Agreement and approved by dSpace (each a “Purchaser” and together with dSpace the “Purchasers”).
ZSPACE, INC. Underwriting Agreement [●] Shares of Common StockUnderwriting Agreement • October 15th, 2024 • zSpace, Inc. • Services-prepackaged software • New York
zSpace, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.00001 per share (the “Common Stock”) of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative’s Warrants (as defined below) and the Representative’s Warrant Shares (as defined below) are collectively referred to as the “Securities.”
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
This INTERCREDITOR AGREEMENT is made as of June 05, 2024 (this “Agreement”) between Itria Ventures LLC (“Itria”), on the one hand, and Fiza Investments Limited, on the other hand (“Creditor”), with respect to their security interests in the assets of ZSPACE, INC., a Delaware corporation (the “Company”). Reference is made to that certain Business Loan and Security Agreement dated June 04, 2024 between Itria, as lender and Company, as borrower (the “Loan Agreement”). Capitalized terms not defined herein shall have the meaning set out in the Loan Agreement.
Master Supply AgreementMaster Supply Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software
This Master Supply Agreement (“Agreement”) is made as of [***] (“Effective Date”) between [***], located at [***] (“[***]”) and zSpace, Inc., located at 2050 Gateway Place, Ste. 100-302, San Jose, California, 95110 USA (“zSpace”).
ZSPACE, INC. CONVERSION AND LOAN TERMINATION AGREEMENTConversion and Loan Termination Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Conversion and Amendment Agreement (this “Agreement”) is entered into effective as of December 30, 2023 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and Kuwait Investment Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account of the Government of the State of Kuwait, the investments of the State of Kuwait, and having its registered office at Block 1, Street 201, Sharq, P.O. Box 64, Safat, 13001, Kuwait City, Kuwait (“KIA”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT pursuant to the zSPACE, INC.Incentive Stock Option Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between zSPACE, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the zSPACE, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
CONVERSION AGREEMENTConversion Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Conversion Agreement (this “Agreement”) is entered into as of August 12, 2022 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and bSpace Investments Limited (“bSpace”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
This INTERCREDITOR AGREEMENT is made as of May 17, 2024 (this “Agreement”) between Itria Ventures LLC (“Itria”), on the one hand, and Fiza Investments Limited, on the other hand (“Creditor”), with respect to their security interests in the assets of ZSPACE, INC., a Delaware corporation (the “Company”). Reference is made to that certain Business Loan and Security Agreement dated May 17, 2024, between Itria, as lender and Company, as borrower (the “Loan Agreement”). Capitalized terms not defined herein shall have the meaning set out in the Loan Agreement.
ZSPACE, INC. CONVERSION AND LOAN TERMINATION AGREEMENTConversion and Loan Termination Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Conversion and Amendment Agreement (this “Agreement”) is entered into effective as of December 30, 2023 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and bSpace Investments Limited (“bSpace”).
ZSPACE, INC. CONVERTIBLE PROMISSORY NOTEzSpace, Inc. • June 24th, 2024 • Services-prepackaged software • California
Subject to the terms and conditions of this Convertible Promissory Note (this “Note”), for value received, zSpace, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Fiza Investments Limited or registered assigns (“Holder”), the principal sum of $5,000,000, or such lesser amount as shall then equal the outstanding principal amount hereunder, together with interest accrued on the unpaid principal amount at the Applicable Rate (as defined below). Interest shall accrue on a daily basis and compounding annually at the Applicable Rate, and begin to accrue on the date of this Note and shall continue to accrue on the outstanding principal until the entire Balance is paid (or converted, as provided in Section 6), and shall be computed based on the actual number of days elapsed and on a year of 365 days.
Loan and Security AgreementLoan and Security Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between Fiza Investments Limited, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and the borrower(s) named above (each and collectively, “Borrower”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is entered into as of July 11, 2024 (the “Effective Date”) by and between FIZA INVESTMENTS LIMITED, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and ZSPACE, INC., a Delaware corporation (“Borrower”). The parties agree as follows:
ZSPACE, INC. Underwriting Agreement [●] Shares of Common StockUnderwriting Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
zSpace, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth Capital”) and Craig-Hallum Capital Group LLC are acting as the representatives (the “Representatives”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.00001 per share (the “Common Stock”) of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative’s Warrants (as defined below) and the Representative’s Warrant Shares (as defined below) are collectively referred to as the “Securities.”
SUPPLY AGREEMENTSupply Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • England and Wales
This Supply Agreement (“Agreement”) is made and effective on and from the date of signing hereof (“Effective Date”) by and between zSpace, Inc., a Delaware corporation (“Buyer” / “zSpace”) headquartered at 2050 Gateway Place, Suite 100-302, San Jose, CA 95110 and [***], commercial registration number [***], a company duly incorporated and organized under the laws of [***] with its principal place of business at [***] (“Supplier” / “[***]”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the zSPACE, INC.Non-Qualified Stock Option Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between zSPACE, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the zSPACE, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
ZSPACE, INC. AMENDMENT AND CONVERSION AGREEMENTAmendment and Conversion Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Amendment and Conversion Agreement (this “ Agreement”) is entered into effective as of May 16, 2022 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and Kuwait Investment Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account of the Government of the State of Kuwait, the investments of the State of Kuwait, and having its registered office at Block 1, Street 201, Sharq, P.O. Box 64, Safat, 13001, Kuwait City, Kuwait (“KIA”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between Fiza Investments Limited, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and the borrower(s) named above (each and collectively, “Borrower”).
AMENDMENT 1 TO THE COMMERCIAL TERMS AND GENERAL TERMS AND CONDITIONS OF SALEzSpace, Inc. • July 22nd, 2024 • Services-prepackaged software
This is Amendment 1 to the COMMERCIAL TERMS AND GENERAL TERMS AND CONDITIONS OF SALE effective November 1, 2021, by and between zSpace, Inc., a Delaware corporation, acting on behalf of itself and its Affiliates (collectively, “Buyer”), and [***], a California corporation (“[***]”) (“Agreement”). The effective date of this Amendment 1 is March 11, 2024 (“Amendment 1 Effective Date”). [***] and Buyer may be referred to individually as a “Party” or collectively as “Parties.” Capitalized terms used in this Amendment are either defined herein or are set forth in the Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
This INTERCREDITOR AGREEMENT is made as of January 31, 2023 (this “Agreement”) between Itria Ventures LLC (“Itria”), on the one hand, and bSpace Investments Limited and Fiza Investments Limited, on the other hand (collectively, “Creditor”), with respect to their respective security interests in the assets of ZSPACE, INC., a Delaware corporation (the “Company”). Reference is made to that certain Business Loan and Security Agreement dated as of the date hereof between Itria, as lender and Company, as borrower (the “Loan Agreement”). Capitalized terms not defined herein shall have the meaning set out in the Loan Agreement.
zSPACE, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTForm of Restricted Stock Unit Award Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [MONTH] [●], 202_ (the “Grant Date”) by and between zSPACE, Inc., a Delaware corporation (the “Company”) and [Insert Grantee’s Name] (the “Grantee”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • October 25th, 2024 • zSpace, Inc. • Services-prepackaged software
This Amendment (“Amendment”) to the Consulting Agreement dated April 4, 2024 (“Consulting Agreement”), between zSpace, Inc. (“Company“) and Joe Powers (“Consultant”) is entered into as of October 4, 2024 (“Effective Date”). All terms capitalized herein have the meanings designated in the Consulting Agreement.
SHORT FORM AGREEMENTShort Form Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software
AMENDED AND RESTATED VOTING AND RIGHTS AGREEMENTVoting and Rights Agreement • February 13th, 2024 • zSpace, Inc. • Blank checks • Delaware
This Amended and Restated Voting and Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2020 (the “Effective Date”) by and among zSpace, Inc., a Delaware Company (the “Company”), the parties listed on Schedule A hereto (each a “Common Stockholder” and together the “Common Stockholders”) and the parties listed on Schedule B hereto (each an “Investor”), including dSpace Investments Limited (“dSpace”). Hereinafter, a Common Stockholder or an Investor may be referred to as a “Holder”, or if plural, “Holders”.
SPECIALISED APPLICATION LICENCE AGREEMENTLicence Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • California
This [***] Specialised Application Licence Agreement is made as of [***] (“Effective Date”) and is between [***], a California corporation with its offices at [***] “[***]”) and the company whose details are set out below (“Company”).
EXCHANGE AGREEMENTExchange Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of December 29, 2023 (the “Effective Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and bSpace Investments Limited (“bSpace”).
zSpace, Inc. CONSULTING AGREEMENTConsulting Agreement • June 24th, 2024 • zSpace, Inc. • Services-prepackaged software • California
This Consulting Agreement (this "Agreement') is made and entered into as of April 4, 2024 (the "Effective Date") by and between zSpace, Inc., a Delaware corporation with its principal place of business at 55 Nicholson Lane, San Jose, Ca 95110 (the "Company"), and Joseph B. Powers d.b.a Powers Consulting, an individual with a principal place of business at 450 Montecillo Rd., San Rafael, Ca 94903 ("Consultant") (each herein referred to individually as a "Party," or collectively as the "Parties").
October 3_, 2023zSpace, Inc. • June 24th, 2024 • Services-prepackaged software • California
This letter confirms the agreement (“Agreement”) between you and zSpace, Inc. (the “Company”) concerning the terms of your transition and retirement from the Company and offers you certain benefits to which you would not otherwise be entitled, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Actual Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
